UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4) (1)
Embotelladora Andina S.A.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
None *
(CUSIP Number)
* CUSIP number for American Depositary Shares
representing Common Stock is 29081P 10 5
Gary P. Fayard
Senior Vice President and Chief Financial Officer
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404)676-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Carol Crofoot Hayes, Esq.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404)676-2121
June 21, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE COCA-COLA COMPANY
58-0628465
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value,
OWNED BY (See Attachment A)
EACH
REPORTING 8 SHARED VOTING POWER
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value,
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment B)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.0% of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP number for American Depositary Shares representing Series A Common
Stock and Series B Common Stock are, respectively, 29081P 20 4 and
29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 2 -
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COCA-COLA INTERAMERICAN CORPORATION
13-1940209
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value
OWNED BY (See Attachment A)
EACH
REPORTING 8 SHARED VOTING POWER
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.00 of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP number for American Depositary Shares representing Series A Common
Stock and Series B Common Stock are, respectively, 29081P 20 4, and
29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 3 -
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE COCA-COLA EXPORT CORPORATION
13-1525101
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value
OWNED BY (See Attachment A)
EACH
REPORTING 8 SHARED VOTING POWER
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par vlaue
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par vlaue
(See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.0% of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP number for American Depositary Shares representing Series A Common
Stock and Series B Common Stock are, respectively, 29081P 20 4, and
29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 4 -
<PAGE>
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COCA-COLA DE ARGENTINA S.A.
(TIN - n/a)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value
OWNED BY (See Attachment A)
EACH
REPORTING 8 SHARED VOTING POWER
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.0% of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP number for American Depositary Shares representing Series A
Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and
29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
- 5 -
<PAGE>
ATTACHMENT A
Coca-Cola Interamerican Corporation owns directly in the aggregate 40,552,802
shares of Series A Common Stock, no par value ("Series A Stock"), and
40,552,802 shares of Series B Common Stock, no par value ("Series B Stock"),
of Embotelladora Andina S.A. ("Andina"). Coca-Cola de Argentina S.A. owns
directly in the aggregate 1,410,062 shares of Series A Stock and 1,410,062
shares of Series B Stock Coca-Cola de Argentina S.A. is a wholly owned
subsidiary of The Coca-Cola Export Corporation, and The Coca-Cola Export
Corporation and Coca-Cola Interamerican Corporation each are wholly owned
subsidiaries of The Coca-Cola Company.
---------------------------------------------------------
ATTACHMENT B
The Reporting Persons have been informed by Andina that as of March 31, 2000,
a total of 380,137,271 shares of Series A Stock were outstanding and a total
of 380,137,271 shares of Series B Stock were outstanding.
- 6 -
<PAGE>
AMENDMENT NO. 4
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended and restated as follows:
This statement relates to the Series A Common Stock, no par value ("Series A
Stock"), and the Series B Common Stock, no par value ("Series B Stock"), of
Embotelladora Andina S.A. ("Andina"). The legal address of Andina is Carlos
Valdovinos 560, Casilla 488-3, Santiago, Chile, and the principal executive
offices of Andina are located at Avenida Andres Bello No. 2687, 20th Floor,
Casilla 7187, Santiago, Chile.
Pursuant to the Reclassification (as defined in Item 6), which became
effective on April 7, 1997, each outstanding share of Andina's Common Stock
was replaced by one newly issued share of Series A Stock and one newly
issued share of Series B Stock.
The shares of Series A Stock are preferred shares, without nominal (par)
value. Each share of Series A Stock has one vote per share on all matters
requiring a vote of the holders of the Series A Stock and has a full right
to vote without restrictions. Holders of the Series A Stock are entitled to
elect six of the seven regular and alternate directors of Andina. Holders
of shares of Series A Stock are entitled to receive dividends in accordance
with the Estatutos Sociales of Andina.
The shares of Series B Stock are preferred shares, without nominal (par)
value. The preference of the Series B Stock consists of the right to
receive 110% of any and all dividends allocated by Andina with respect to
the Series A Stock. This preference will last until December 31, 2130, or
if earlier, the occurrence of certain other events to be specified in the
Estatutos Sociales, at which time the Series A Stock and the Series B Stock
will automatically become Common Stock without any preference. The Series B
Stock has one vote per share and is only entitled to vote, voting as a
separate class, for the election of one regular and one alternate director
to the Board of Directors of Andina and with respect to certain other
matters for which voting rights are required under Chilean law. In
addition, during the three year period following the Reclassification, the
Board of Directors of Andina may identify up to four 60-day periods during
which each share of Series A Stock will be convertible, at the option of the
holder, into one share of Series B Stock.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
This statement is being filed by The Coca-Cola Company ("KO"), KO's direct
wholly owned subsidiaries, Coca-Cola Interamerican Corporation
("Interamerican") and The Coca-Cola Export Corporation ("Export"), each of
which companies is a Delaware corporation having its principal executive
offices at One Coca-Cola Plaza, Atlanta, Georgia 30313, telephone
(404)676-2121, and KO's indirect wholly owned subsidiary, Coca-Cola de
- 7 -
<PAGE>
Argentina S.A. ("CC Argentina," and together with KO, Interamerican and
Export, the "Reporting Persons"), an Argentine corporation having its
principal executive offices at Paraguay 733, 1057 Buenos Aires, Argentina,
telephone 541-319-2000.
KO is the largest manufacturer, distributor and marketer of soft drink
concentrates and syrups in the world. KO also markets and distributes juice
and juice-drink products.
Certain information with respect to the directors and executive officers of
the Reporting Persons is set forth in Exhibit 99.1 attached hereto (which
replaces in its entirety the previously filed Exhibit 99.1), including each
director's and executive officer's business address, present principal
occupation or employment, citizenship and other information.
None of the Reporting Persons nor, to the best of their knowledge, any
director, executive officer or controlling person of any of the Reporting
Persons has, during the last five years, been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding any Reporting Person
or any director, executive officer or controlling person of any Reporting
Person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, or
finding any violation with respect to federal or state securities laws.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended, supplemented and, to the extent expressly
inconsistent with the information previously filed under this Item,
superseded by the following:
KO has decided to pursue the possibility of a transaction (the "Potential
Transaction") in which KO's bottling operations in Brazil and Andina's
bottling operations in Brazil would be combined via a merger, joint venture,
partnership or similar transaction. KO's bottling operations in Brazil
comprise five Coca-Cola bottling territories: Juiz de Fora; Nova Iguacu;
Belo Horizonte; Divinopolis; and Montes Claros. Andina's bottling
operations in Brazil comprise five Coca-Cola bottling territories: Rio de
Janeiro; Niteroi; Campos; Vitoria; and Governador Valadares. All ten of the
foregoing Coca-Cola bottling territories are located in the southeast region
of Brazil.
Andina also has distribution rights with respect to Kaiser Beer in the same
five geographic territories in Brazil in which it has Coca-Cola bottling
rights. It is contemplated that Andina would include these distribution
rights as part of the Potential Transaction.
KO and Andina have engaged, and continue to engage, in exploratory
discussions and information sharing regarding a Potential Transaction;
however, to date no definitive agreements or understandings exist between
the two parties regarding the terms or conditions of a Potential
Transaction. There can be no assurance that any such agreements or
understandings can be reached or that a Potential Transaction will be
consummated. Further, there can be no assurance as to the terms and
conditions of any particular transaction that might be consummated in the
future. On June 21, 2000, KO and Andina entered into a Confidentiality
Agreement (the "Confidentiality Agreement") intended to facilitate the
- 8 -
<PAGE>
exploratory discussions and the information sharing process regarding the
Potential Transaction. A copy of the Confidentiality Agreement is attached
hereto as Exhibit 99.12 and is incorporated herein by reference.
KO invests in bottling operations such as Andina in order to maximize the
strength and efficiency of KO's production, distribution and marketing
systems around the world. In line with this bottling strategy, KO regularly
reviews its options relating to its investments in bottling operations
throughout the world, including its investment in Andina. As part of this
review, KO from time to time may consider, evaluate and propose various
possible transactions involving Andina or its subsidiaries, which could
include, without limitation:
(i) the possible acquisition of additional securities of Andina, or
the disposition of securities of Andina;
(ii) possible extraordinary corporate transactions (such as a merger,
consolidation or reorganization) involving Andina or any of its
subsidiaries, particularly with other bottling companies in
Latin America (including other bottling companies in which one
or more of the Reporting Persons may have a direct or indirect
equity interest); or
(iii) the possible acquisition by Andina or its subsidiaries of assets
of or interests in one or more bottling companies, particularly
bottling companies in Latin America (including other bottling
companies in which one or more of the Reporting Persons may have
a direct or indirect equity interest), or the possible sale of
assets or bottling operations by Andina or its subsidiaries.
Except as discussed herein or as previously disclosed in this Schedule 13D,
none of the Reporting Persons has any plans or proposals which relate to or
would result in:
(i) The acquisition by any person of additional securities of
Andina, or the disposition of securities of Andina;
(ii) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Andina or any of its
subsidiaries;
(iii) A sale or transfer of a material amount of assets of Andina or
of any of its subsidiaries;
(iv) A change in the present board of directors or management of
Andina, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(v) Any material change in the present capitalization or dividend
policy of Andina;
(vi) Any other material change in Andina's business or corporate
structure;
(vii) Changes in Andina's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of Andina by any person;
- 9 -
<PAGE>
(viii) Causing a class of securities of Andina to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered
national securities association;
(ix) A class of equity securities of Andina becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(x) Any action similar to any of those enumerated above.
However, any of the Reporting Persons at any time may propose any of the
foregoing which it considers desirable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended, supplemented and, to the extent expressly
inconsistent with the information previously filed under this Item, superseded
by the following:
Interamerican owns directly 40,552,802 shares of Series A Stock and
40,552,802 shares of Series B Stock of Andina. CC Argentina owns directly
1,410,602 shares of Series A Stock and 1,410,602 shares of Series B Stock of
Andina. As described in Item 2 of this Schedule 13D, Interamerican and CC
Argentina are direct or indirect subsidiaries of KO, and CC Argentina is a
direct subsidiary of Export (which in turn is a direct subsidiary of KO).
Thus, the Reporting Persons collectively beneficially own and have sole
voting and dispositive power over an aggregate of 41,962,864 shares of
Series A Stock and 41,962,864 shares of Series B Stock, or approximately
11.0% of the outstanding Series A Stock and 11.0% of the outstanding Series
B Stock of Andina, respectively. (See Attachment B.)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
Exhibit 99.1 * - Directors and Executive Officers
Exhibit 99.12 - Confidentiality Agreement, dated June 21, 2000, between
The Coca-Cola Company and Embotelladora Andina S.A.
-------------------
*Replaces previously filed form of Exhibit 99.1.
- 10 -
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
THE COCA-COLA COMPANY
By: /S/ GARY P. FAYARD
-----------------------------------
Gary P. Fayard
Senior Vice President and
Chief Financial Officer
Date: June 21, 2000
COCA-COLA INTERAMERICAN CORPORATION
By: /S/ GARY P. FAYARD
-----------------------------------
Gary P. Fayard
Vice President and
Chief Financial Officer
Date: June 21, 2000
THE COCA-COLA EXPORT CORPORATION
By: /S/ GARY P. FAYARD
----------------------------------
Gary P. Fayard
Senior Vice President and
Chief Financial Officer
Date: June 21, 2000
COCA-COLA DE ARGENTINA S.A.
By: /S/ GLENN JORDAN
----------------------------------
Glenn Jordan
President
Date: June 21, 2000
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 * Directors and Executive Officers
99.12 Confidentiality Agreement, dated June 21, 2000, between The
Coca-Cola Company and Embotelladora Andina S.A.
---------------
[FN]
* Replaces previously filed form of Exhibit 99.1.
</FN>
<PAGE>
